AGREEMENT AND MUTUAL ARRANGEMENTS

ON THE IMPLEMENTATION OF THE SALE AND PURCHASE OF PETROLEUM FUEL

(GASOIL DIESEL OIL EN590 10PPM)
By and Between
TECHRAFFIC, PTE.- LTD
By
PT. SAMUDRA BIRU SEMESTA

Number: 001-PKB/TECHRAFIC-SBS/XII-2023

-On this day, Tuesday, January 09, 2024, there has been made and signed an Agreement and Mutual
Arrangements on the Implementation of Sale and Purchase of Petroleum Fuel (Gasoil Diesel Oil
EN590 10PPM) which hereinafter is simply called "Agreement" by and between:

1. Mr. TAY HONG KUAN, in this case acting in his capacity as Director, therefore for and on
behalf of while also entitled to represent TECHRAFFIC, PTE, LTD, a Legal Entity
incorporated under the Laws of the Republic Of Singapore, with Unique Entity Number (UEN)
registered with the Account and Corporate Registry Authority (ACRA) Republic Of Singapore
Number: 202023304C, dated August 07, 2020.
-Hereinafter in this Agreement and Mutual Arrangements shall be referred to as "FIRST
PARTY".

2. Mr. ZEIN WIJAYA, MSC, MBA, PhD, in this case acting in his capacity as President Director,
therefore for and on behalf of while also entitled to represent the Limited Liability Company
PT. SAMUDRA BIRU SEMESTA, a Legal Entity established under Indonesian Law, whose
articles of association and amendments as evident in the deed dated February 14, 2023,
Number: 15, made before SULISTYO SRI RAHAYU, Bachelor of Laws, Notary in
Pesawaran Regency, which Articles of Association have been approved by the Minister of
Law and Human Rights of the Republic of Indonesia, as evident in his Decree dated March
24, 2023, Number: AHU-0023509.AH.01.01.TAHUN 2023, and the latest amendment as
evident in the Deed dated December 30, 2023, Number: 18, made before SISKA
BERLIANTI, SH, MKn, Notary in Subang Regency, which amendment has received
Approval from the Ministry of Law and Human Rights of the Republic of Indonesia, as evident
in its Decree dated January 09, 2024, Number: AHU-0001289.AH.01.02.TAHUN 2024 and
which Amendment has been notified to the Minister of Law and Human Rights of the Republic
of Indonesia, as evident in the Letter of Acceptance of Notification of Changes in Company
Data dated January 09, 2024, Number: AHU-AH.01.09-0009102 and Letter of Acceptance of
Notification of Amendments to the Company's Articles of Association dated January 09, 2024,
Number: AHU-AH.01.03-0005786.
-Hereinafter in this Agreement and Mutual Arrangements shall be referred to as "SECOND
PARTY".

-FIRST PARTY and SECOND PARTY are hereinafter jointly referred to as "THE PARTIES" in this
Agreement and Mutual Arrangements.
-The PARTIES firstly explain the following matters:
1. That the FIRST PARTY has Relationships and Contacts and has cooperated with several
Refineries of Petroleum Fuel (Gasoil Diesel Oil EN590 10PPM) which will be sold to
Prospective Buyers of the SECOND PARTY;
2. That the FIRST PARTY has conducted negotiations with prospective buyers of fuel oil (Gasoil
Diesel Oil EN590 10PPM), namely PT. AKASHA INDONESIA MANDIRI (hereinafter simply
 called "BUYER"), where the BUYER from the SECOND PARTY has issued an Irrevocable
Corporate Purchase Order (ICPO) dated December 29, 2023, Number:
ICPO/AIM/TECHRAFFIC/EN590/175KMT/291223/FOB/SPORE and signed a Cooperation
Agreement for the Sale and Purchase of Petroleum Fuel (Gasoil Diesel Oil EN590 10PPM),
dated January 05, 2024, Number: 001/AIM-TECHRAFIC/I-2024;
3. That the agreement between the FIRST PARTY and BUYER for the Sale and Purchase
Transaction of Petroleum Fuel (Gasoil Diesel Oil EN590 10PPM) is 4,025,000 MT (four
million twenty-five thousand Metric Tons) for a contract period of 12 months, with Payment
Guarantee in the form of a Bank Instrument in the form of a Standby Letter of Credit (SBLC)
from BARCLAYS BANK, PLC, UK, London - England via SWIFT MT- 799 and SWIFT MT
- 760 to FIRST PARTY's Bank Account at UOB - Singapore;
4. That on January 05, 2024, the Bank Officer of the BUYER has sent SWIFT MT - 799 to the
FIRST PARTY's Bank at UOB Bank, Singapore, in the amount of USD 98,000,000, -
(ninety-eight million United States Dollars), where the process and stages of further
transactions are fully through the Banking System;
5. That the BUYER of the SECOND PARTY has an End Buyer, where the difference in the
purchase price of the FIRST PARTY to the Processing / Refinery Company (Refinery) with
the BUYER's Sales Price to the End Buyer is the Joint Profit of the PARTIES and the BUYER
PARTY;
6. The PARTIES have agreed and agreed that all Joint Profits from the Sale and Purchase of
Gasoil Diesel Oil EN590 10PPM as referred to in Number - 5 of this agreement will be shared
together (Profit Sharing), with the following provisions:
7. FIRST PARTY will get a share of net profit after deducting Operational Costs and Taxes
amounting to 40% (four quintillion percent); and
8. The BUYER PARTY (PT. AKASHA INDONESIA MANDIRI) will get a profit share of 60%
(sixty percent);
9. Joint Profits as referred to in the provisions of Number - 6 Letter - A and Letter B of this
Agreement and Mutual Arrangements shall be divided from Nett Profit after deducting
Operating Costs and Taxes;
-Based on the above, the PARTIES have agreed and agreed to make and sign an Agreement and
Mutual Arrangements on the Implementation of the Sale and Purchase of Petroleum Fuel (Gasoil
Diesel Oil EN590 10PPM) with the following rules and conditions:

Article - 1: BASIS OF COOPERATION

This Agreement and Mutual Arrangements is made by the PARTIES with Good Faith and Intention,
Honesty, Openness, Upholding Business Ethics, Maintaining Good Name and mutual benefit for the
PARTIES.

Article - 2: POSITION AND WARRANTIES PARTIES

1. The FIRST PARTY in its position is a Legal Entity that has cooperated with several Refining
Companies of Petroleum Fuel (Gasoil Diesel Oil EN590 10PPM) which will be sold to the
Prospective Buyer of the SECOND PARTY;
2. The FIRST PARTY guarantees to the SECOND PARTY the Technical Specifications of the
Gasoil Diesel Oil EN590 10PPM to be sold to the BUYER of the SECOND PARTY;

Article - 3: VOLUME, SALES COMMISSION AND SHARE RESULTS

1. The PARTIES have agreed and agreed that from any Net Profits that will be obtained by the
FIRST PARTY and the BUYER PARTY for the sale and purchase of fuel oil (Gasoil Diesel Oil
EN590 10PPM) based on this Agreement, the profits will be shared by the FIRST PARTY and
the BUYER PARTY as follows:
 a. FIRST PARTY shall receive 40% (forty percent) of the profit; and
b. The BUYER PARTY (PT. AKASHA INDONESIA MANDIRI) shall receive a profit
share of 60% (sixty percent).
2. The PARTIES have agreed and agreed that from the Net Profits that will be obtained by the
FIRST PARTY from the Sale and Purchase Transaction of Petroleum Fuel (Gasoil Diesel Oil
EN590 10PPM) as referred to in the provisions of Paragraph - 1 of this Article, the PARTIES
will divide together the Net Profits that will be obtained by the FIRST PARTY as follows:
A. The FIRST PARTY shall receive a share of Net Profits amounting to 50% (fifty
percent) of all Net Profits to be obtained by the FIRST PARTY; and
B. The SECOND PARTY shall receive a share of Net Profits amounting to 50% (fifty
percent) of all Net Profits to be obtained by the FIRST PARTY.
3. The PARTIES and the BUYER PARTY have agreed and agreed that from the Net Profits as
referred to in the provisions of Paragraph - 1 and Paragraph - 2 of this Article can be taken
and/or distributed at each Completed Transaction or taken and/or distributed every month by
each Party;
4. The FIRST PARTY promises and binds itself to the SECOND PARTY that from the Net
Profits to be shared by the PARTIES as referred to in the provisions of Paragraph - 2 Letter -
A and Letter - B of this Article, will be given and paid by the FIRST PARTY to the SECOND
PARTY no later than 1X24 hours after the Net Profits are received by the FIRST PARTY by
means of Cash Transfer via SWIFT MT - 103 to the SECOND PARTY's Account at Mandiri
Bank and/or BRI Bank in Indonesia;
5. The SECOND PARTY will send a Notification Letter and/or Invoice to the FIRST PARTY by
attaching the Bank Account Number and other required data at the latest 3 (three) days
before the FIRST PARTY sends the Profit Sharing Fund from the Sale and Purchase
Transaction of Petroleum Fuel (Gasoil Diesel Oil EN590 10PPM) based on this Agreement.

ARTICLE - 4: DISPUTE RESOLUTION

1. If a dispute arises between the PARTIES in connection with this Agreement the PARTIES will
endeavor to resolve it amicably;
2. While the PARTIES are attempting to reach an amicable settlement, either PARTY may
request that the dispute be brought before the most senior decision-making persons in each
PARTY's respective Legal Entity;
-If such a request is made, the decision-makers in the respective Legal Entities shall meet at
least once to consider the dispute and possible ways to resolve it;
3. If the dispute has not been resolved within one month after a request under the provisions of
Paragraph - 2 of this Article, either PARTY may request that the dispute be brought to
Mediation at the Indonesian National Arbitration Board (Badan Arbitrase Nasional
Indonesia/BANI);
4. The PARTIES have agreed and agreed that the PARTIES shall be subject to and comply with
the Decision of the Arbitrator at the Indonesian National Arbitration Board (Badan Arbitrase
Nasional Indonesia/BANI).

ARTICLE - 5: ADDENDUM/AMENDMENT

1. Matters that have not been regulated in this Agreement will be regulated later by and between
the PARTIES and if deemed necessary can be set forth in an Addendum Agreement which is
an integral and inseparable part of this Agreement;
2. If it turns out that in the future the PARTIES feel the need to change some things that have
been previously regulated in this Agreement, then these matters will be set forth in an
Amendment Agreement, based on the prior approval of the PARTIES, and the Amendment is
an integral and inseparable part of this Agreement.
ARTICLE - 6: OTHER PROVISIONS

1. Neither party's failure to exercise, nor delay in exercising, any power or privilege hereunder
shall be construed as a waiver of any other provision or right, nor shall the exercise of any or
any part of any right, power or privilege hereunder exclude any other or subsequent exercise
or exercise of any right, power or privilege, the rights and remedies herein being cumulative
and not limited to the rights and remedies acquired by each PARTY or existing at law;
2. This Agreement and the documents contained herein or signed in connection herewith
constitute the entire agreement between the PARTIES with respect to the subject matter
hereof and supersede all prior understandings, agreements, and correspondence.
-If any agreement, whether verbal, written or otherwise between the PARTIES regarding the
subject matter hereof is rescinded by the PARTIES, it shall not affect or alter any of the
provisions or obligations contained herein;
3. The naming and titling used in this agreement is for convenience only, but is not a part that
shows the essence or purpose of the Agreement, so it does not have any influence in
interpreting or translating the agreement of the PARTIES based on this agreement;
4. In the event that one of the provisions, terms, articles or paragraphs in this agreement
becomes defective, void, null and void or other legal consequences whether caused by
applicable legal provisions, legal provisions and / or judicial bodies or authorized parties or by
other legal causes, it will not cause the provisions in each Article, Paragraph or other
provisions contained in this agreement to be or have the same effect.
-The Articles, Paragraphs or other provisions not so affected shall remain valid and binding
upon the PARTIES, and shall be obligatory to be performed, to or by the PARTIES.
-If for any reason as mentioned above, the Article, Paragraph or provision becomes defective,
invalid, null and void or other consequences, the PARTIES agree to replace the provision with
a valid and binding provision.

ARTICLE - 7: FORCE MAJEURE (CAUSE BEYOND ABILITY).

1. If one of the PARTIES declares itself unable by reason of force majeure to perform or fulfill in
conformity or in part with any of the obligations or conditions of this contract except in relation
to the obligation to make payment hereunder, the Party in question shall issue written notice
to the other party of the force majeure within 3 X 24 hours.
-Upon receipt of the aforesaid notice, such performance or nonperformance shall be
suspended during the continuance of the reasonable incapacity, in which event the period of
suspension of performance shall continue for more than thirty (30) calendar days, then this
contract shall be deemed suspended without liability on the part of the other party unless
otherwise mutually agreed.
2. As used herein, the term unreasonable cause shall include, by way of example and in
limitation, fire, war or acts of belligerent nations, riot or civil commotion, natural disaster,
explosion or accident to wells, pipelines, storage depots, refining facilities, machinery and
other facilities or acts of the Government.

ARTICLE - 8: CONFIDENTIALITY

1. SCOPE:
The PARTIES agree to maintain confidentiality, such as:
A. All information or data including but not limited to commercial, financial, legal,
technical, planning, management or other information or data, written or unwritten
opinions, electronic data records together with analysis, studies, and discussions
 regarding this AGREEMENT published or submitted by the Disclosing PARTY to the
Receiving Party; and
B. Any information relating to the existence and/or development of data and information
related to the Work plan.

2. APPLICATION (IMPLEMENTATION):
In terms of ensuring confidentiality, the PARTIES agree to and implement, among others:
A. Agree and declare that Confidential Information is something that must be kept
confidential, the PARTIES shall strictly maintain the Confidential Information, and the
Confidential Information cannot be disclosed to third parties or other parties without
the prior written consent of the PARTIES;
B. B. The PARTIES agree to publish or disclose Confidential Information only to
Directors, employees, independent consultants or advisors, who have a "Need To
Know" basis relating to this Work and further agree that all such PARTIES shall be
subject to the terms and conditions of this Agreement; and
C. The Confidential Information mentioned above does not include information or data
which:
1) has been legally known in advance by the PARTIES;
2) has become or is part of information known to the public or the wider
community outside the knowledge, actions or through no fault of the
PARTIES;
3) received from a third Party or other Party who has the right to disseminate or
disclose such Confidential Information;
4) required to be disclosed by applicable law;
D. In the event that the PARTIES are required and requested to disclose such matters of
confidentiality by the Court and/or State Institution and/or Government Agency
authorized in terms of law, the PARTIES agree to;
1) Notify; in detail about the information;
2) Discuss the steps to request disclosure of such Confidential Information;
3) If such disclosure is required or in the event that it is necessary, then the
PARTIES may cooperate in an effort to obtain assurance and certainty that
the information is properly applied in a confidential manner;

ARTICLE - 9: INTERNAL PROBLEMS

1. If in the implementation of what is the subject of the agreement in this Agreement internal
problems arise within the scope of the FIRST PARTY, the FIRST PARTY agrees to solve its
own internal problems and will not associate the SECOND PARTY in any form and manner,
either directly or indirectly, to be involved in the FIRST PARTY's internal problems;
2. If in the implementation of what is the subject of the agreement in this Agreement internal
problems arise within the scope of the SECOND PARTY, the SECOND PARTY agrees to
resolve its own internal problems and will not associate the FIRST PARTY in any form and
manner, either directly or indirectly, to be involved in the internal problems of the SECOND
PARTY;

ARTICLE - 10: CLOSING

The PARTIES shall be subject to and comply with the terms and conditions relating to this agreement,
the PARTIES agree that the nullity or invalidation of one of the provisions in this agreement will not
result in the nullity or invalidation of the other provisions in this agreement and both parties are
obliged to replace the null and void provisions, and can reflect the intent and purpose and provisions
that are null and void.
-In such manner this Agreement and Mutual Arrangements is made and signed in Jakarta by the
PARTIES on the date as stated at the beginning of this Agreement and is made in duplicate 2 (two)
which are the same in sound and content, with sufficient stamp duty.

Made in:Jakarta
Date : January 09, 2024

FIRST PARTY SECOND PARTY

TECHRAFFIC, PTE, LTD, PT. SAMUDRA BIRU SEMESTA,

TAY HONG KUAN ZEIN WIJAYA, MSC, MBA, PhD,

Director President Director